Tranche C Term Loans. Subject to and upon the terms and conditions set forth herein, if on or prior to the Final Borrowing Date an Additional Foreign Borrower Designation Agreement is executed and delivered by the U.S. Borrower, the Additional Foreign Borrower and the Administrative Agent as directed by the Required Lenders and all conditions set forth therein shall have been satisfied as determined by the Required Lenders in their sole discretion, each Lender with a Tranche C Term Loan Commitment severally agrees to make a term loan (each, a “Tranche C Term Loan” and, collectively, the “Tranche C Term Loans”) to the Additional Foreign Borrower, which Tranche C Term Loans: (i) shall be incurred by the Additional Foreign Borrower pursuant to a single drawing on the Final Borrowing Date in an aggregate principal amount equal to the amount of the Total Tranche C Term Loan Commitment on such date (determined before giving effect to the reduction thereof on such date pursuant to Section 4.03(b)) for the purposes described in Section 9.11(a); (ii) shall be denominated in U.S. Dollars; (iii) except as hereafter provided, shall, at the option of the Additional Foreign Borrower, be incurred and maintained as Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 2.10(b), all Tranche C Term Loans made as part of the same Borrowing shall at all times consist of Tranche C Term Loans of the same Type; and (iv) shall be made by each Lender in an aggregate principal amount not in excess of, the Tranche C Term Loan Commitment of such Lender on the Final Borrowing Date (determined before giving effect to the reduction thereof on such date pursuant to Section 4.03(b)). Once repaid, Tranche C Term Loans incurred hereunder may not be reborrowed.
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Tranche C Term Loans. Subject (a) In accordance with the provisions of this Section 4.16, the Borrower may, at its option, at any time during the term of this Agreement, request in writing that the Facilities be increased by up to $400,000,000; provided that (i) no Default or Event of Default shall exist at the time of or after giving effect to such increase and upon the terms and conditions use of proceeds thereof, (ii) immediately after giving effect to the incurrence of such Indebtedness, the Borrower shall be in compliance with the covenants set forth hereinin Section 8.1 opposite the period in which the date of the relevant Indebtedness Measurement Date falls (and, if for purposes of determining such compliance, "Consolidated EBITDA" and the "Consolidated Interest Coverage Ratio" shall each be as in effect on the last day of the fiscal quarter most recently ended on or prior to such Indebtedness Measurement Date and adjusted to give effect to the Final Borrowing Date an Additional Foreign Borrower Designation Agreement is executed and delivered by the U.S. Borrower, the Additional Foreign Borrower proposed incurrence of Indebtedness and the Administrative Agent uses of the proceeds thereof as directed by if such Indebtedness had been incurred and other relevant transactions had occurred on the Required Lenders first day of the relevant period for testing compliance and all conditions set forth therein "Consolidated Total Debt" and "Consolidated Senior Secured Debt" shall have be as in effect on such Indebtedness Measurement Date and assuming the proposed Indebtedness had been satisfied as determined by incurred), (iii) the Required Lenders in their sole discretion, each Lender with increase to the Facilities shall be a Tranche C Term Loan Commitment severally agrees to make a single new tranche of term loan loans (each, a “Tranche C Term Loan” and, collectively, the “"Tranche C Term Loans”" ) which may be borrowed in up to the Additional Foreign Borrower, which Tranche C Term Loans:
three separate fundings (i) shall be incurred by the Additional Foreign Borrower pursuant subject to a single drawing on the Final Borrowing Date in an aggregate principal minimum amount equal to the amount for any such funding of the Total Tranche C Term Loan Commitment on such date (determined before giving effect to the reduction thereof on such date pursuant to Section 4.03(b)$100,000,000) for the purposes described in Section 9.11(a);
(ii) shall be denominated in U.S. Dollars;
(iii) except as hereafter provided, shall, at the option of the Additional Foreign Borrower, be incurred and maintained as Base Rate Loans or Eurodollar Loans, provided thatwhich, except as otherwise specifically provided in this Section, shall have the same terms and conditions as the Tranche D Term Loans, shall be entitled to share pari passu with the Term Loans in all optional and mandatory prepayments under Section 2.10(b)4.2, shall have the same rights under Sections 4.1(b) and 4.2(h) as the Tranche D Term Loans, shall be secured under the Security Documents on a pari passu basis with all of the other Obligations, shall be entitled to all of the other benefits of this Agreement and the other Loan Documents as if such Tranche C Term Loans made were Loans or Term Loans, as part of the same Borrowing shall at all times consist of Tranche C Term Loans of the same Type; and
(iv) applicable, and shall be made by each Lender in an aggregate principal amount not in excess of, the Tranche C Term Loan Commitment of such Lender on the Final Borrowing Date (determined before giving effect to the reduction thereof on such date pursuant to Section 4.03(b)). Once repaid, Tranche C Term Loans incurred hereunder may not be reborrowedconsidered a new Facility.
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Samples: Credit Agreement (Donnelley R H Inc)
Tranche C Term Loans. Subject Subsection 2.1A of the Credit Agreement is hereby further amended by adding the following as a new subsection 2.1A(iii- b) immediately after subsection 2.1A(iii): "(iii-b) Tranche C Term Loans. Each Lender having a Tranche C Term -------------------- Loan Commitment severally agrees to and upon lend to Company on each Tranche C Term Loan Funding Date an aggregate amount not exceeding its Pro Rata Share of the terms and conditions set forth hereinaggregate amount of the Tranche C Term Loan Commitments to be used for the purposes identified in subsection 2.5B; provided, if on or however, that the -------- ------- aggregate principal amount of Tranche C Term Loans made prior to the Final Borrowing Tranche C Term Loan Funding Date an Additional Foreign Borrower Designation Agreement shall not exceed $50,000,000. The amount of each Lender's Tranche C Term Loan Commitment as of the Second Amendment Effective Date is executed and delivered by set forth opposite its name on Schedule 2.1 annexed ------------ hereto (as amended on the U.S. Borrower, the Additional Foreign Borrower Second Amendment Effective Date) and the Administrative Agent aggregate amount of the Tranche C Term Loan Commitments as directed by of the Required Second Amendment Effective Date is $75,000,000; provided that the Tranche C Term -------- Loan Commitments of Lenders and all conditions set forth therein shall have been satisfied as determined by be adjusted to give effect to any assignments of the Required Lenders in their sole discretion, Tranche C Term Loan Commitments pursuant to subsection 10.1B. The Tranche C Term Loan Commitment of each Lender with having a Tranche C Term Loan Commitment severally agrees to make a term loan (each, a “Tranche C Term Loan” and, collectively, the “Tranche C Term Loans”) to the Additional Foreign Borrower, which Tranche C Term Loans:
(i) shall be incurred reduced by the Additional Foreign Borrower pursuant to a single drawing on the Final Borrowing Date in an aggregate principal amount equal to the principal amount of the Total Tranche C Term Loan Commitment on such date (determined before giving effect to the reduction thereof on such date pursuant to Section 4.03(b)) for the purposes described in Section 9.11(a);
(ii) shall be denominated in U.S. Dollars;
(iii) except as hereafter provided, shall, at the option of the Additional Foreign Borrower, be incurred and maintained as Base Rate Loans or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 2.10(b), all Tranche C Term Loans made as part of the same Borrowing shall at all times consist of Tranche C Term Loans of the same Type; and
(iv) shall be made by each Lender in an aggregate principal amount not in excess of, the Tranche C Term Loan Commitment of made by such Lender on the Final Borrowing Date (determined before giving effect to the reduction thereof on such date pursuant to Section 4.03(b)). Once repaid, each Tranche C Term Loans incurred hereunder Loan Funding Date, immediately after giving effect thereto, and (ii) to the extent unused, shall expire on the close of business on November 30, 1999. Amounts borrowed under this subsection 2.1A(iii-b) and subsequently repaid or prepaid may not be reborrowed."
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Samples: Credit Agreement (Pantry Inc)
Tranche C Term Loans. Subject (a) In accordance with the provisions of this Section 4.16, the Borrower may, at its option, at any time during the term of this Agreement, request in writing that the Facilities be increased by up to $400,000,000; provided that (i) no Default or Event of Default shall exist at the time of or after giving effect to such increase and upon the terms and conditions use of proceeds thereof, (ii) immediately after giving effect to the incurrence of such Indebtedness, the Borrower shall be in compliance with the covenants set forth hereinin Section 8.1 opposite the period in which the date of the relevant Indebtedness Measurement Date falls (and, if for purposes of determining such compliance, "Consolidated EBITDA", the "Consolidated Fixed Charge Coverage Ratio" and the "Consolidated Interest Coverage Ratio" shall each be as in effect on the last day of the fiscal quarter most recently ended on or prior to such Indebtedness Measurement Date and adjusted to give effect to the Final Borrowing Date an Additional Foreign Borrower Designation Agreement is executed and delivered by the U.S. Borrower, the Additional Foreign Borrower proposed incurrence of Indebtedness and the Administrative Agent uses of the proceeds thereof as directed by if such Indebtedness had been incurred and other relevant transactions had occurred on the Required Lenders first day of the relevant period for testing compliance and all conditions set forth therein "Consolidated Total Debt" and "Consolidated Senior Secured Debt" shall have be as in effect on such Indebtedness Measurement Date and assuming the proposed Indebtedness had been satisfied as determined by incurred), (iii) the Required Lenders in their sole discretion, each Lender with increase to the Facilities shall be a Tranche C Term Loan Commitment severally agrees to make a single new tranche of term loan loans (each, a “Tranche C Term Loan” and, collectively, the “"Tranche C Term Loans”" ) which may be borrowed in up to the Additional Foreign Borrower, which Tranche C Term Loans:
three separate fundings (i) shall be incurred by the Additional Foreign Borrower pursuant subject to a single drawing on the Final Borrowing Date in an aggregate principal minimum amount equal to the amount for any such funding of the Total Tranche C Term Loan Commitment on such date (determined before giving effect to the reduction thereof on such date pursuant to Section 4.03(b)$100,000,000) for the purposes described in Section 9.11(a);
(ii) shall be denominated in U.S. Dollars;
(iii) except as hereafter provided, shall, at the option of the Additional Foreign Borrower, be incurred and maintained as Base Rate Loans or Eurodollar Loans, provided thatwhich, except as otherwise specifically provided in this Section, shall have the same terms and conditions as the Tranche B-2 Term Loans, shall be entitled to share pari passu with the Term Loans in all optional and mandatory prepayments under Section 2.10(b)4.2, shall have the same rights under Sections 4.1(b) and 4.2(h) as the Tranche B-2 Term Loans, shall be secured under the Security Documents on a pari passu basis with all of the other Obligations, shall be entitled to all of the other benefits of this Agreement and the other Loan Documents as if such Tranche C Term Loans made were Loans or Term Loans, as part of the same Borrowing shall at all times consist of Tranche C Term Loans of the same Type; and
(iv) applicable, and shall be made by each Lender in an aggregate principal amount not in excess of, the Tranche C Term Loan Commitment of such Lender on the Final Borrowing Date (determined before giving effect to the reduction thereof on such date pursuant to Section 4.03(b)). Once repaid, Tranche C Term Loans incurred hereunder may not be reborrowedconsidered a new Facility.
Appears in 1 contract
Samples: Credit Agreement (Donnelley R H Inc)
Tranche C Term Loans. Subject (a) In accordance with the provisions of this Section 4.16, the Borrower may, at its option, at any time during the term of this Agreement, request in writing that the Facilities be increased by up to $400,000,000; provided that (i) no Default or Event of Default shall exist at the time of or after giving effect to such increase and upon the terms and conditions use of proceeds thereof, (ii) immediately after giving effect to the incurrence of such Indebtedness, the Borrower shall be in compliance with the covenants set forth hereinin Section 8.1 opposite the period in which the date of the relevant Indebtedness Measurement Date falls (and, if for purposes of determining such compliance, "Consolidated EBITDA" and the "Consolidated Interest Coverage Ratio" shall each be as in effect on the last day of the fiscal quarter most recently ended on or prior to such Indebtedness Measurement Date and adjusted to give effect to the Final Borrowing Date an Additional Foreign Borrower Designation Agreement is executed and delivered by the U.S. Borrower, the Additional Foreign Borrower proposed incurrence of Indebtedness and the Administrative Agent uses of the proceeds thereof as directed by if such Indebtedness had been incurred and other relevant transactions had occurred on the Required Lenders first day of the relevant period for testing compliance and all conditions set forth therein "Consolidated Total Debt" and "Consolidated Senior Secured Debt" shall have be as in effect on such Indebtedness Measurement Date and assuming the proposed Indebtedness had been satisfied as determined by incurred), (iii) the Required Lenders in their sole discretion, each Lender with increase to the Facilities shall be a Tranche C Term Loan Commitment severally agrees to make a single new tranche of term loan loans (each, a “Tranche C Term Loan” and, collectively, the “"Tranche C Term Loans”" ) which may be borrowed in up to the Additional Foreign Borrower, which Tranche C Term Loans:
three separate fundings (i) shall be incurred by the Additional Foreign Borrower pursuant subject to a single drawing on the Final Borrowing Date in an aggregate principal minimum amount equal to the amount for any such funding of the Total Tranche C Term Loan Commitment on such date (determined before giving effect to the reduction thereof on such date pursuant to Section 4.03(b)$100,000,000) for the purposes described in Section 9.11(a);
(ii) shall be denominated in U.S. Dollars;
(iii) except as hereafter provided, shall, at the option of the Additional Foreign Borrower, be incurred and maintained as Base Rate Loans or Eurodollar Loans, provided thatwhich, except as otherwise specifically provided in this Section, shall have the same terms and conditions as the Tranche B-2 Term Loans, shall be entitled to share pari passu with the Term Loans in all optional and mandatory prepayments under Section 2.10(b)4.2, shall have the same rights under Sections 4.1(b) and 4.2(h) as the Tranche B-2 Term Loans, shall be secured under the Security Documents on a pari passu basis with all of the other Obligations, shall be entitled to all of the other benefits of this Agreement and the other Loan Documents as if such Tranche C Term Loans made were Loans or Term Loans, as part of the same Borrowing shall at all times consist of Tranche C Term Loans of the same Type; and
(iv) applicable, and shall be made by each Lender in an aggregate principal amount not in excess of, the Tranche C Term Loan Commitment of such Lender on the Final Borrowing Date (determined before giving effect to the reduction thereof on such date pursuant to Section 4.03(b)). Once repaid, Tranche C Term Loans incurred hereunder may not be reborrowedconsidered a new Facility.
Appears in 1 contract
Samples: Credit Agreement (Donnelley R H Inc)
Tranche C Term Loans. Subject to and upon the terms and conditions set forth herein, if on or prior to the Final Borrowing Date an Additional Foreign Borrower Designation Agreement is executed and delivered by the U.S. Borrower, the Additional Foreign Borrower and the Administrative Agent as directed by the Required Lenders and all conditions set forth therein shall have been satisfied as determined by the Required Lenders in their sole discretion, each Lender with a Tranche C Term Loan Commitment severally agrees to make a term loan (each, a “"Tranche C Term Loan” " and, collectively, the “"Tranche C Term Loans”") to the Additional Foreign U.S. Borrower, which Tranche C Term Loans:
(i) shall be incurred by the Additional Foreign U.S. Borrower pursuant to a single drawing on the Final Initial Borrowing Date in an aggregate principal amount equal to the amount of the Total Tranche C Term Loan Commitment on such date (determined before giving effect to the reduction thereof on such date pursuant to Section 4.03(b)) for the purposes described in Section 9.11(a);
(ii) shall be denominated in U.S. Dollars;
(iii) except as hereafter provided, shall, at the option of the Additional Foreign U.S. Borrower, be incurred and maintained as as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that, that (A) except as otherwise specifically provided in Section 2.10(b), all Tranche C Term Loans made as part of the same Borrowing shall at all times consist of Tranche C Term Loans of the same TypeType and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings of Tranche C Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 35th day after the Initial Borrowing Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may only be made on the same date as the initial Borrowing of Tranche B Term Loans that are maintained as Eurodollar Loans, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and
(iv) shall be made by each Lender in an that initial aggregate principal amount not in excess of, as is equal to the Tranche C Term Loan Commitment of such Lender on the Final Initial Borrowing Date (determined before giving effect to the reduction termination thereof on such date pursuant to Section 4.03(b4.03(d)). Once repaid, Tranche C Term Loans incurred hereunder may not be reborrowed.
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